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- Subscription period for Category II (Retail) offer will close on 28 November, 2024
- The subscription price for the Category I offer is set between Bzs 106 and Bzs 111 per share and fixed at 111 Bzs per share for Category II
Salalah, Oman: OQ Base Industries (SFZ)”) SAOG (under transformation) (“OQBI” or the “Company”), Oman’s only integrated producer of methanol, ammonia, and LPG products, today announces that the subscription period for the company’s Initial Public Offering (“IPO” or the “Offering”) on the Muscat Stock Exchange has now started.
The IPO presents an exciting opportunity for investors seeking exposure to the Company’s unique location, as it operates in the tax-exempt Salalah Free Zone in the south of Oman, close to Oman’s largest port, Port of Salalah, acting as a gateway to Oman’s key gas networks for international partners. As the Sultanate’s only integrated producer of methanol, ammonia, and LPG products, (which comprise propane, butane, condensate and cooking gas), OQBI’s transformation not only enhances Omani exports to international markets but also provides essential raw materials for industries worldwide.
As outlined in the Prospectus, the Offering will comprise 49% of OQBI’s total issued share capital, with OQ retaining a 51% shareholding in OQBI, and will be split into a Category I (being 30% of the Offering), for institutional investors, and Category II (being 40% of the Offering) offer, for retail investors in Oman. The remaining 30% of shares in the Offering have been allocated to four high-profile anchor investors, ranging/ from a mix of regional investors and sovereign wealth funds. These entities, listed in alphabetical order, are Falcon Investments LLC, a subsidiary of Qatar Investment Authority (QIA), Gulf Investment Corporation G.S.C (GIC), the Saudi Omani Investment Company, a wholly owned entity of Saudi Arabia’s PIF, and the Omani Social Protection Fund.
Category I offer will close on 1 December 2024, while Category II offer will close on 28 November 2024. OQBI shares are expected to commence trading on the MSX on or around 12 December 2024, under the trading symbol ‘OQBI’. Category II Applicants will place their Applications with the Collection Agents based on a fixed price of Bzs 111 per Offer Share. All investors – Category I and Category II – will be allotted Offer Shares at the same Offer Price.
Full details of the Offering are available in the Prospectus under the Key Documents section on https://oqbi.om/ipo/ and the International Offering Memorandum.
About OQBI
OQBI is the only integrated producer in Oman of methanol, ammonia and LPG Products, which comprise of propane, butane, condensate and LPG sold domestically in the form of cooking gas. OQBI is active throughout the natural gas value chain, operating three advanced plants with a combined nameplate production capacity of 1,816 ktpa. Its plants are located in the Salalah Free Zone (SFZ) in the south of Oman, near the Port of Salalah, Oman’s largest port and a gateway to the MENA, European and Asian markets. The Company’s plants process rich and lean natural gas feedstock that is supplied under long-term agreements with Integrated Gas Company (IGC) through a natural gas transmission network operated by OQGN, a subsidiary of OQ Group. With the exception of a small portion of LPG sold domestically in the form of LPG (cooking gas), all of the Company’s products are sold pursuant to long-term, arms’-length exclusive take-or-pay take agreements with OQ Trading for export to end markets, principally in Asia and the MENA region and, to a lesser extent, Europe and Africa.
| INVESTOR / ANALYST ENQUIRIES | MEDIA ENQUIRIES |
| General E: ir@oqbi.com | General: |
JOINT GLOBAL COORDINATORS JOINT BOOKRUNNERS
| Bank Dhofar SAOG Bank Muscat SAOG Morgan Stanley ISSUE MANAGERS Bank Dhofar SAOG Bank Muscat SAOG | Kamco Invest BSF Capital |
| FINANCIAL COMMUNICATIONS ADVISOR
| E: kevin.soady@kekstcnc.com E: gregor.riemann@kekstcnc.com |
ELECTRONIC TRANSMISSION DISCLAIMER
This announcement is an advertisement for the purposes of the Prospectus Regulation EU 2017/129 and underlying legislation. It is not a prospectus. A copy of any prospectus published by OQ Base Industries (SFZ) SAOG (under transformation) (the “Company”) is available for inspection on the issuer’s website subject to certain access restrictions.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Offering or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority. None of the Joint Global Coordinators, the Issue Managers, the Joint Bookrunners, the Collection Agents and/or any of their respective subsidiaries, affiliates or any of their respective directors, officers, employees, advisers and/or agents are responsible for the contents of this announcement.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. Investors should not purchase any shares referred to in this announcement except on the basis of information in the Offering Document published by the Company in connection with the proposed admission of the shares to listing and trading on the Muscat Stock Exchange. The Offering and the distribution of this announcement and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction in the United States.
The securities may not be offered or sold in the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
This announcement is being distributed to and is only directed only at (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Orders; and (iv) other persons to whom it may lawfully be communicated (all such persons in (i), (ii), (iii) and (iv) above) together being referred to as “relevant persons”). Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
In any member state of the European Economic Area, this announcement is only addressed to and is only directed at qualified investors in such member state within the meaning of the Prospectus Regulation EU 2017/1129 (the “Prospectus Regulation”), and no person that is not a qualified investor may act or rely on this announcement or any of its contents. In the United Kingdom, this announcement is only addressed to and is only directed at qualified investors within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of European Union (Withdrawal) Act 2018, and no person that is not a qualified investor may act or rely on this announcement or any of its contents.
In the Sultanate of Oman: This announcement and the information contained in it is strictly private and confidential and is being distributed to a select number of investors/recipients and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. If you are in any doubt about the contents of this announcement, you should consult an authorised financial adviser. This announcement does not constitute an offer of securities in Oman as contemplated by the Commercial Companies Law of Oman (Royal Decree 18/2019) or Article 28 of the Omani Securities Law (Royal Decree 46/2022) (the “Relevant Oman Laws”). This announcement will only be made available to investors in Oman in accordance with the provisions of Relevant Oman Laws.
This announcement has not been filed with or approved by the Omani Financial Services Authority or any other regulatory authority in Oman. Any person in Oman to whom this announcement is made available and who invests in the securities concerned will be deemed to have represented and warranted that they are sophisticated investors (i.e., investors that have experience in investing in local and international securities, are financially solvent and have knowledge of the risks associated with investing in securities) and are acquainted with the announcements relating to the concerned issuance and the risks and rewards associated with investment in such securities.
In the United Arab Emirates (outside of the financial free zones established pursuant to UAE Federal Law No.8 of 2004): This announcement is strictly private and confidential and is being distributed to a limited number of investors/recipients and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. If you are in any doubt about the contents of this announcement, you should consult an authorised financial adviser. By receiving this announcement, the person or entity to whom it has been issued understands, acknowledges and agrees that this announcement has not been approved by or filed with the United Arab Emirates (“UAE”) Central Bank, the Securities and Commodities Authority (the “SCA”) or any other authorities in the UAE. No marketing of any financial products or services has been or will be made from within the UAE other than in compliance with the laws of the UAE and no subscription to any securities or other investments may or will be consummated within the UAE.
Securities may not be marketed, offered or sold directly or indirectly to the public in the UAE without the approval of the SCA. This announcement does not constitute a public offer of securities in the UAE in accordance with the Federal Commercial Companies Law, No. 32 of 2021 (as amended or replaced from time to time) or otherwise.
This announcement may be distributed in the UAE only to “professional investors” (as defined in SCA Board of Directors’ Chairman Decision No.13/R.M of 2021 (as amended from time to time)) and may not be provided to any person other than the original recipient.
Nothing contained in this announcement is intended to constitute investment, legal, tax, accounting or other professional advice. This announcement is for your information only and nothing in this announcement is intended to endorse or recommend a particular course of action. Any person considering acquiring securities should consult with an appropriate professional for specific advice rendered based on their respective situation.
In the Dubai International Financial Centre: This document relates to an offer (“Offer”) which is not subject to any form of regulation or approval by the Dubai Financial Services Authority (“DFSA”).
The DFSA has not approved this announcement nor has any responsibility for reviewing or verifying any announcement or other announcements in connection with this the Offer. Accordingly, the DFSA has not approved this announcement or any other associated documents nor taken any steps to verify the information set out in this announcement, and has no responsibility for it.
The Offer has not been offered and will not be offered to any persons in the Dubai International Financial Centre except on that basis that an offer is:
(i) an “Exempt Offer” in accordance with the Markets Rules (“MKT”) module of the DFSA Rulebook; and
(ii) made only to persons who meet the “Deemed Professional Client” criteria set out in the Conduct of Business (“COB”) Module of the DFSA Rulebook (the “COB Module”).
This announcement must not, therefore, be delivered to, or relied on by, any other type of person.
The Offer to which this announcement relates may be illiquid and/or subject to restrictions on its resale. Prospective purchasers should conduct their own due diligence on the Offer.
The DFSA has not taken steps to verify the information set out in this announcement, and has no responsibility for it. If you do not understand the contents of this Offer or are unsure whether the securities to which this Offer relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser.
This announcement is only addressed to and is only directed at “Deemed Professional Clients” as defined in the DFSA Rulebook, COB Module. This announcement is not directed at Retail Clients as defined in the COB Module.
In the Abu Dhabi Global Market (“ADGM”): This announcement relates to an offer (“Offer”) which is not subject to any form of regulation or approval by the Financial Services Regulatory Authority (“FSRA”).
The FSRA has not approved this announcement nor has any responsibility for reviewing or verifying any announcement or other announcements in connection with this the Offer. Accordingly, the FSRA has not approved this announcement or any other associated documents nor taken any steps to verify the information set out in this announcement, and has no responsibility for it.
The offered shares have not been offered and will not be offered to any persons in the ADGM except on the basis that an offer is: (i) an “Exempt Offer” in accordance with the FSRA Financial Services and Markets Regulations 2015 and Markets Rules; and (ii) made only to persons who meet the “Deemed Professional Client” criteria set out in the FSRA Conduct of Business Rulebook.
The FSRA has not taken steps to verify the information set out in this announcement, and has no responsibility for it. If you do not understand the contents of this Offer or are unsure whether the securities to which the Offer relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser.
If you do not understand the contents of this announcement, you should consult an authorised financial adviser.
None of the Selling Shareholders, the Company, the Joint Global Coordinators, the Issue Managers, the Joint Bookrunners, the Collection Agents and/or any of their respective subsidiaries, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This announcement does not constitute a recommendation concerning the Offering. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. Before purchasing any securities in the Company, persons viewing this announcement should ensure that they fully understand and accept the risks as set out in the Offering Document. There is no guarantee that the Offering will take place and potential investors should not base their financial or investment decisions on the intentions of the Company or any other person in relation to the Offering at this stage. Nothing contained herein constitutes or should be construed as: (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you. Potential investors should consult a professional adviser as to the suitability of the Offering for the person(s) concerned.
This announcement contains “forward looking” statements, beliefs or opinions, including statements with respect to the business, financial condition, results of operations, liquidity, prospects, growth, strategy and plans of The Company, and the industry in which the Company operates. These forward looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company’s current beliefs and expectations about future events. Forward looking statements are sometimes identified by the use of forward looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “shall”, “risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”, “continues”, “assumes”, “targets”, “ongoing”, “positioned” or “anticipates” or the negative thereof, other variations thereon or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and involve predictions. Forward looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the directors or the Company with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, concerning, amongst other things, the results of operations, financial condition, prospects, backlog, growth and strategies of The Company and the industry in which it operates.
No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Selling Shareholders, the Company, the Joint Global Coordinators, the Issue Managers, the Joint Bookrunners, the Collection Agents and/or their respective affiliates, expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.
Bank Dhofar SAOG (“Bank Dhofar”), Bank Muscat SAOG (“Bank Muscat”) and Morgan Stanley & Co. International plc (“Morgan Stanley”) have been appointed as joint global coordinators (the “Joint Global Coordinators”) of the Offer and Bank Dhofar SAOG and Bank Muscat SAOG have been appointed as issue managers of the Offer (the “Issue Managers”). Bank Dhofar is authorised and regulated by the Central Bank of Oman (the “CBO”) and the Financial Services Authority (the “FSA”). Bank Muscat is authorised and regulated by the CBO and the FSA. Morgan Stanley is authorised in the United Kingdom by the Prudential Regulation Authority (“PRA”) and regulated in the United Kingdom by the Financial Conduct Authority of the United Kingdom and the PRA. Kamco Investment Company K.S.C. (Public) and BSF Capital have been appointed as joint bookrunners (together with the Joint Global Coordinators, the “Joint Bookrunners”) of the Offer.
The Joint Global Coordinators, the Issue Managers, the Joint Bookrunners, the Collection Agents are acting exclusively for the Company and the Selling Shareholders and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offering, each of the Joint Global Coordinators, the Issue Managers, the Joint Bookrunners, the Collection Agents and any of their affiliates may take up a portion of the shares in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Offering Document to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, each of the Joint Global Coordinators, the Issue Managers the Joint Bookrunners, the Collection Agents and any of their affiliates acting in such capacity. In addition, certain of the Joint Global Coordinators, the Issue Managers, the Joint Bookrunners, the Collection Agents or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they or their affiliates may from time to time acquire, hold or dispose of shares. None of the Joint Global Coordinators, the Issue Managers, the Joint Bookrunners, the Collection Agents or any of their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
The contents of the Company’s website are not incorporated by reference into, and do not form part of, this announcement.
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NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is not a prospectus and is not an offer of securities for sale or subscription in any jurisdiction, including in or into the United States, Canada, Australia, South Africa or Japan.
Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the potential offering will be made pursuant to, and any investor should make its investment decision solely on the basis of the information that is contained in, as the case may be, the final prospectus or international offering memorandum (each an “Offering Document”, including in each case any supplement thereto), published by OQ Base Industries (SFZ) SAOG (under transformation) (“OQBI” or the "Company") in due course in connection with the Listing of its ordinary shares to trading on the Muscat Stock Exchange (the "MSX").
